UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month ended February 2025

Commission File No. 001-41493

LICHEN CHINA LIMITED

(Translation of registrant’s name into English)

15th Floor, Xingang Square, Hubin North Road,

Siming District, Xiamen City,

Fujian Province, China, 361013

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F

Form 20-F ☒ Form 40-F ☐

~~Lichen China Limited (the “Company”) today~~Entry ~~announced~~into ~~that~~Share itPurchase received a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) on February 12, 2025. This letter stated that, because the Company’s securities had a closing bid price of $0.10 or less for ten consecutive trading days as of the letter date, unless the Company timely requested a hearing before a Hearings Panel (the “Panel”) to appeal Nasdaq’s delisting determination, trading of the Company’s securities will be suspended at the opening of business on February 21, 2025, and a Form 25-NSE will be filed with the U.S. Securities and Exchange Commission to remove the Company’s securities from listing and registration on Nasdaq, according to Listing Rule 5810(c)(3)(A)(iii).Agreement

~~As previously disclosed, the Company received a deficiency~~On ~~letter~~February ~~from the Staff on January 23~~7, 2025, ~~indicating~~Lichen ~~non-compliance~~China ~~with~~Limited (the ~~minimum~~“Company”) ~~bid~~entered ~~price~~into ~~requirement~~a ~~under~~Share ~~Nasdaq~~Purchase ~~Listing~~Agreement ~~Rule 5450~~(~~a)(1) (~~the “~~Bid~~Share ~~Price Rule~~Purchase Agreement”) ~~for~~by ~~continued~~and ~~listing~~among onZisu ~~Nasdaq.~~Zhou, ~~The~~a ~~Company~~People’s ~~was~~Republic ~~provided~~of ~~180~~China ~~calendar~~national ~~days~~(the “Seller”), orBondly ~~until July~~Enterprises 22Limited, ~~2025,~~a toproprietary ~~regain~~company ~~compliance~~registered ~~with~~in ~~this~~Hong ~~rule.~~Kong ~~The delisting determination ended~~ (the ~~aforementioned compliance period before its expiration because the Company’s stock prices have triggered the Low Priced Stocks Rule~~“Target”). The ~~Company~~Target ~~was~~is ~~provided~~engaged ~~until~~in ~~February~~professional ~~19,~~education ~~2025 to request an appeal of the Delisting Determination to the hearing panel~~business.

~~The Company intends~~ Pursuant to ~~appeal~~ the ~~Staff’s~~Share ~~determination pursuant~~Purchase toAgreement, the ~~procedures~~Seller ~~set~~will ~~forth~~be inselling, and the ~~Nasdaq~~Company ~~Listing~~will ~~Rules~~be purchasing, ~~which~~40% ~~provide~~of ~~that~~ the ~~Company~~equity ~~may~~interest ~~request~~of ~~a hearing before~~ the ~~Panel,~~Target ~~and~~at ~~such~~the ~~hearing~~total ~~request~~purchase ~~will~~price ~~stay~~of ~~the~~US$5,330,000. ~~suspension~~The ofSecurities ~~the~~Purchase ~~Company’s~~Agreements ~~securities~~ and the ~~filing~~transaction ofcontemplated ~~the~~thereby, ~~Form~~have ~~25-NSE~~been ~~pending~~approved by the ~~Panel~~Company’s ~~decision.~~ ~~There~~board ~~can be no assurance as to the success or outcome~~ of ~~the appeal~~directors.

On February 1826, 2025, the Company ~~issued~~completed ~~a press release announcing~~ the ~~receipt~~payment of ~~Nasdaq~~US$5,330,000. ~~delisting~~The ~~notice~~transaction ~~subject~~then tohas ~~hearing~~been ~~request~~closed.

The foregoing description of the Securities Purchase Agreement is qualified in its entirety by reference to the full text of the ~~press~~ ~~release is~~Share ~~attached~~Purchase toAgreement, ~~this~~which ~~current~~is ~~report~~filed onas Exhibit 10.1 to this Form 6-K asand ~~Exhibit~~is 99incorporated herein by reference.1.

This current report on form 6-K is incorporated by reference into the Company’s registration statement on Form F-3 (File No. 333-277230).

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release, dated February 18, 2025
10.1		Share Purchase Agreement

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Lichen China Limited
Date: February 18, 2025	By:	/s/ Ya Li
Date: February 26, 2025	By:	/s/ Ya Li
	Name:	Ya Li
	Title	Chief Executive Officer

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